INVESTMENT
MANAGEMENT TRUST AGREEMENT

    


    This agreement (“Agreement”) is made as
of ___________, 2010 by and between 57th Street General Acquisition Corp. (the
“Company”) its principal office located at 590 Madison Avenue, 35th Floor,
New York New York 10022 and Continental Stock Transfer & Trust Company
(“Trustee”) located at 17 Battery Place, New York, New York 10004.

    


    WHEREAS, the Company’s registration
statement, as amended, on Form S-1, No. 333-163134 (“Registration Statement”),
for its initial public offering of securities (“IPO”) has been declared
effective as of the date hereof (“Effective Date”) by the Securities and
Exchange Commission (capitalized terms used herein and not otherwise defined
shall have the meanings set forth in the Registration Statement);
and

    


    WHEREAS, Morgan Joseph & Co. Inc.
(“Morgan Joseph”) is acting as the representative of the underwriters in the IPO
pursuant to an underwriting agreement (“Underwriting Agreement”);
and

    


    WHEREAS, simultaneously with the IPO,
57th
Street GAC Holdings LLC, the sponsor of the Company, will be purchasing an
aggregate of 3,000,000 warrants (“Insider Warrants”) from the Company for an
aggregate purchase price of $1,500,000; and

    


    WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s Amended and
Restated Certificate of Incorporation, $48,750,000 of the gross proceeds of the
IPO and sale of the Insider Warrants  ($56,025,000 if the underwriters
over-allotment option is exercised in full) will be delivered to the Trustee to
be deposited and held in a trust account for the benefit of the Company and the
holders of the Company’s common stock, par value $0.0001 per share, issued in
the IPO as hereinafter provided and in the event the Units are registered in
Colorado, pursuant to Section 11-51-302(6) of the Colorado Revised Statutes. A
copy of the Colorado Statute is attached hereto and made a part hereof (the
amount to be delivered to the Trustee will be referred to herein as the
“Property”; the stockholders for whose benefit the Trustee shall hold the
Property will be referred to as the “Public Stockholders,” and the Public
Stockholders and the Company will be referred to together as the
“Beneficiaries”); and

    


    WHEREAS,
pursuant to the Underwriting Agreement, a portion of the Property equal to (A)
an advisory fee equal to 1% of the gross proceeds of the IPO (which fee shall be
increased to 1.5% if the Company consummates its initial business transaction
(“Business Transaction”) with a business or asset introduced to it by Morgan
Joseph) and (B) a contingent placement fee equal to up to 2.5% of the aggregate
amount of the Property released to the Company or to the target of the Company
upon consummation of the Company’s initial business transaction, is attributable
to deferred underwriting commissions (“Contingent Fee”) that will become payable
by the Company to the underwriters, in each case, solely upon the consummation
of the Company’s initial business transaction; and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS,
the Company and the Trustee desire to enter into this Agreement to set forth the
terms and conditions pursuant to which the Trustee shall hold the
Property;

    


    NOW THEREFORE, IT IS
AGREED:

    


    1.           Agreements
and Covenants of Trustee.  The Trustee hereby agrees and covenants
to:

    


    (a)           Hold
the Property in trust for the Beneficiaries in accordance with the terms of this
Agreement, including the terms of Section 11-51-302(6) of the Colorado Statute,
in a segregated trust account (“Trust Account”) established by the Trustee at J.
P. Morgan Chase Bank N.A. and at a brokerage institution selected by the Company
that is satisfactory to the Trustee;

    


    (b)          Manage,
supervise and administer the Trust Account subject to the terms and conditions
set forth herein;

    


    (c)           In
a timely manner, upon the instruction of the Company, to invest and reinvest the
Property in United States “government securities” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days or
less, and/or in any open ended investment company registered under the
Investment Company Act of 1940 that holds itself out as a money market fund
selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and
(c)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as
determined by the Company;

    


    (d)          Collect
and receive, when due, all principal and income arising from the Property, which
shall become part of the “Property,” as such term is used herein;

    


    (e)           Notify
the Company of all communications received by it with respect to any Property
requiring action by the Company;

    


    (f)           Supply
any necessary information or documents as may be requested by the Company in
connection with the Company’s preparation of its tax returns;

    


    (g)          Participate
in any plan or proceeding for protecting or enforcing any right or interest
arising from the Property if, as and when instructed by the Company to do so;
and


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (h)          Commence
liquidation of the Trust Account only after and promptly after receipt of, and
only in accordance with, the terms of a letter (“Termination Letter”), in a form
substantially similar to that attached hereto as either Exhibit A or Exhibit B
hereto, signed on behalf of the Company by its Chief Executive Officer,
President or Chairman of the Board and Secretary or Assistant Secretary, and
complete the liquidation of the Trust Account and distribute the Property in the
Trust Account only as directed in the Termination Letter and the other documents
referred to therein; provided, however, that in the event that a Termination
Letter has not been received by the Trustee by the 15-month anniversary of the
Effective Dateof the IPO, the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B
hereto and distributed to the stockholders of record on such 15-month
anniversary date.  The provisions of this Section 1(h) may not be
modified, amended or deleted under any circumstances.

    


    2.           Limited
Distributions of Income from Trust Account.

    


    (a)           Upon
written request from the Company, which may be given from time to time in a form
substantially similar to that attached hereto as Exhibit C, the Trustee shall
distribute to the Company the amount necessary to cover any income tax
obligation owed by the Company;

    


    (b)           Intentionally
omitted.

    


    (c)           The
limited distributions referred to in Sections 2(a) and 2(b) above shall be made
only from income collected on the Property.  Except as provided in
Section 2(a) and 2(b) above, no other distributions from the Trust Account shall
be permitted except in accordance with Section 1(h) hereof; and

    


    (d)           In
all cases, the Company shall promptly provide Morgan Joseph with a copy of any
Termination Letters and/or any other correspondence that it issues to the
Trustee with respect to any proposed withdrawal from the Trust Account promptly
after such issuance.

    


    3.           Agreements
and Covenants of the Company.  The Company hereby agrees and covenants
to:

    


    (a)           Give
all instructions to the Trustee hereunder in writing, signed by the Company’s
Chairman of the Board or Chief Executive Officer.  In addition, except
with respect to its duties under paragraphs 1(h), 2(a) and 2(b) above, the
Trustee shall be entitled to rely on, and shall be protected in relying on, any
verbal or telephonic advice or instruction which it in good faith believes to be
given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in
writing;


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Subject
to the provisions of Section 5 of this Agreement, hold the Trustee harmless and
indemnify the Trustee from and against, any and all expenses, including
reasonable counsel fees and disbursements, or loss suffered by the Trustee in
connection with any claim, potential claim, action, suit or other proceeding
brought against the Trustee involving any claim, or in connection with any claim
or demand which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any income earned from
investment of the Property, except for expenses and losses resulting from the
Trustee's gross negligence or willful misconduct.  Promptly after the
receipt by the Trustee of notice of demand or claim or the commencement of any
action, suit or proceeding, pursuant to which the Trustee intends to seek
indemnification under this paragraph, it shall notify the Company in writing of
such claim (hereinafter referred to as the “Indemnified Claim”).  The
Trustee shall have the right to conduct and manage the defense against such
Indemnified Claim, provided, that the Trustee shall obtain the consent of the
Company with respect to the selection of counsel, which consent shall not be
unreasonably withheld.  The Trustee may not agree to settle any
Indemnified Claim without the prior written consent of the Company, which
consent shall not be unreasonably withheld.  The Company may
participate in such action with its own counsel;

    


    (c)           Pay
the Trustee an initial acceptance fee, an annual fee and a transaction
processing fee for each disbursement made pursuant to Sections 2(a) and 2(b) as
set forth on Schedule A hereto, which fees shall be subject to modification by
the parties from time to time.  It is expressly understood that the
Property shall not be used to pay such fees and further agreed that any fees
owed to the Trustee shall be deducted by the Trustee from the disbursements made
to the Company pursuant to Sections 1(h) solely in connection with the
consummation of a Business Transaction and 2(b).  The Company shall
pay the Trustee the initial acceptance fee and first year’s fee at the
consummation of the IPO and thereafter on the anniversary of the Effective
Date;

    


    (d)           In
connection with the vote, if any, of the Company’s stockholders regarding a
Business Transaction, provide to the Trustee an affidavit or certificate of a
firm regularly engaged in the business of soliciting proxies and/or tabulating
stockholder votes verifying the vote of the Company’s stockholders regarding
such Business Transaction; and

    


    (e)           In
connection with the Trustee acting as Paying/Disbursing Agent pursuant to
Exhibit B, the Company will not give the Trustee disbursement instructions which
would be prohibited under this Agreement.

    


    (f)           Promptly
after the Underwriters’ Contingent Fee shall become determinable on a final
basis, to provide the Trustee notice in writing (with a copy to the
Underwriters) of the total amount of the Contingent Fee.

    


    4.           Limitations
of Liability.  The Trustee shall have no responsibility or liability
to:

    


    (a)           Take
any action with respect to the Property, other than as directed in paragraphs 1
and 2 hereof and the Trustee shall have no liability to any party except for
liability arising out of its own gross negligence or willful
misconduct;



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           Institute
any proceeding for the collection of any principal and income arising from, or
institute, appear in or defend any proceeding of any kind with respect to, any
of the Property unless and until it shall have received instructions from the
Company given as provided herein to do so and the Company shall have advanced or
guaranteed to it funds sufficient to pay any expenses incident
thereto;

    


    (c)           Change
the investment of any Property, other than in compliance with paragraph
1(c);

    


    (d)           Refund
any depreciation in principal of any Property;

    


    (e)           Assume
that the authority of any person designated by the Company to give instructions
hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such
authority to the Trustee;

    


    (f)           The
other parties hereto or to anyone else for any action taken or omitted by it, or
any action suffered by it to be taken or omitted, in good faith and in the
exercise of its own best judgment, except for its gross negligence or willful
misconduct.  The Trustee may rely conclusively and shall be protected
in acting upon any order, notice, demand, certificate, opinion or advice of
counsel (including counsel chosen by the Trustee), statement, instrument, report
or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability
of any information therein contained) which is believed by the Trustee, in good
faith, to be genuine and to be signed or presented by the proper person or
persons.  The Trustee shall not be bound by any notice or demand, or
any waiver, modification, termination or rescission of this Agreement or any of
the terms hereof, unless evidenced by a written instrument delivered to the
Trustee signed by the proper party or parties and, if the duties or rights of
the Trustee are affected, unless it shall give its prior written consent
thereto;

    


    (g)           Verify
the correctness of the information set forth in the Registration Statement or to
confirm or assure that any acquisition made by the Company or any other action
taken by it is as contemplated by the Registration Statement; and

    


    (h)           File
local, state and/or Federal tax returns or information returns with any taxing
authority on behalf of the Trust Account and payee statements with the Company
documenting the taxes, if any, payable by the Company or the Trust Account,
relating to the income earned on the Property.

    


    (i)           Pay
any taxes on behalf of the Trust Account (it being expressly understood that the
Property shall not be used to pay any such taxes and that such taxes, if any,
shall be paid by the Company from funds not held in the Trust
Account).

    


    (j)           Imply
obligations, perform duties, inquire or otherwise be subject to the provisions
of any agreement or document other than this agreement and that which is
expressly set forth herein.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (j)           Verify
calculations, qualify or otherwise approve Company requests for distributions
pursuant to Section 1(h), 2(a) or 2(b) above.

    


    5.           No
Right of Set-Off.  The Trustee waives any right of set-off or any
right, title, interest or claim of any kind that the Trustee may have against
the Property held in the Trust Account.  In the event the Trustee has
a claim against the Company under this Agreement, including, without limitation,
under Section 3(b), the Trustee will pursue such claim solely against the
Company and not against the Property held in the Trust Account.

    


    6.           Termination.  This
Agreement shall terminate as follows:

    


    (a)           If
the Trustee gives written notice to the Company that it desires to resign under
this Agreement, the Company shall use its reasonable efforts to locate a
successor trustee during which time the Trustee shall act in accordance with
this Agreement.  At such time that the Company notifies the Trustee
that a successor trustee has been appointed by the Company and has agreed to
become subject to the terms of this Agreement, the Trustee shall transfer the
management of the Trust Account to the successor trustee, including but not
limited to the transfer of copies of the reports and statements relating to the
Trust Account, whereupon this Agreement shall terminate; provided, however,
that, in the event that the Company does not locate a successor trustee within
ninety days of receipt of the resignation notice from the Trustee, the Trustee
may submit an application to have the Property deposited with any court in the
State of New York or with the United States District Court for the Southern
District of New York and upon such deposit, the Trustee shall be immune from any
liability whatsoever; or

    


    (b)           At
such time that the Trustee has completed the liquidation of the Trust Account in
accordance with the provisions of paragraph 1(h) hereof, and distributed the
Property in accordance with the provisions of the Termination Letter, this
Agreement shall terminate except with respect to Paragraph 3(b).

    


    7.           Miscellaneous.

    


    (a)           The
Company and the Trustee each acknowledge that the Trustee will follow the
security procedures set forth below with respect to funds transferred from the
Trust Account.  The Company and the Trustee will each restrict access
to confidential information relating to such security procedures to authorized
persons.  Each party must notify the other party immediately if it has
reason to believe unauthorized persons may have obtained access to such
information, or of any change in its authorized personnel.  In
executing funds transfers, the Trustee will rely upon all information supplied
to it by the Company, including, account names, account numbers, and all other
identifying information relating to a beneficiary, beneficiary’s bank or
intermediary bank. The Trustee shall not be liable for any loss, liability or
expense resulting from any error in the information or transmission of the
wire.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)           This
Agreement shall be governed by and construed and enforced in accordance with the
laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of
another jurisdiction.  It may be executed in several original or
facsimile counterparts, each one of which shall constitute an original, and
together shall constitute but one instrument.

    


    (c)           This
Agreement contains the entire agreement and understanding of the parties hereto
with respect to the subject matter hereof.  Except for Section 1(h)
(which may not be amended under any circumstances), this Agreement or any
provision hereof may only be changed, amended or modified by a writing signed by
each of the parties hereto; provided, however, that no such change, amendment or
modification may be made without the prior written consent of Morgan Joseph,
who, along with each other underwriter, the parties specifically agree is and
shall be a third party beneficiary for purposes of this Agreement.  As
to any claim, cross-claim or counterclaim in any way relating to this Agreement,
each party waives the right to trial by jury.

    


    (d)           The
parties hereto consent to the jurisdiction and venue of any state or federal
court located in the City of New York, Borough of Manhattan, for purposes of
resolving any disputes hereunder.

    


    (e)           Any
notice, consent or request to be given in connection with any of the terms or
provisions of this Agreement shall be in writing and shall be sent by express
mail or similar private courier service, by certified mail (return receipt
requested), by hand delivery or by facsimile transmission:

    


    if to the Trustee, to:

    


    Continental Stock
Transfer

      & Trust
Company

    17 Battery Place

    New York, New York 10004

    Attn:  Steven G. Nelson,
Chairman, and Frank A. DiPaolo, CFO

    Fax No.:  (212)
509-5150

    


    if to the Company, to:

    


    57th Street General Acquisition
Corp.

    590
Madison Avenue, 35th
Floor

    New York,
New York 10022

    Attn:  Mark D. Klein, Chief
Executive Officer

    Fax No.:  (___)
___-____

    


    in either case with a copy
to:

    


    Morgan Joseph & Co.
Inc.

    600 Fifth Avenue, 19th
Floor

    New York, New York 10020

    Attn:  ______________

    Fax No.:  (212)
218-3719


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    (f)           This
Agreement may not be assigned by the Trustee without the prior consent of the
Company.

    


    (g)           Each
of the Trustee and the Company hereby represents that it has the full right and
power and has been duly authorized to enter into this Agreement and to perform
its respective obligations as contemplated hereunder.  The Trustee
acknowledges and agrees that it shall not make any claims or proceed against the
Trust Account, including by way of set-off, and shall not be entitled to any
funds in the Trust Account under any circumstance. In the event that the Trustee
has a claim against the Company under this Agreement, the Trustee will pursue
such claim solely against the Company and not against the Property held in the
Trust Account.

    


    (h)           For
so long as the Property is held in the Trust Account, Morgan Joseph, on behalf
of the other underwriters in the IPO, shall be third party beneficiaries, on
behalf of itself and such other underwriters, with respect this Agreement and
shall be entitled to enforce the terms of this Agreement to the same extent as
if it were parties to this Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first
written above.

    


    CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, as Trustee

    


    
      
        
          
            
              
                	 	
                        By:

                      	
                           

                      	 
	 	 
      	
                        Name:

                      	 
	 	 
      	
                        Title:

                      	 
	 	 
      	 
      	 
	 	
                        57TH
      STREET GENERAL ACQUISITION CORP.

                      
	 	 
      	 
      	 
	 	
                        By:

                      	
                           

                      	 
	 	 
      	
                        Name:

                      	 
	 	 
      	
                        Title:

                      	 


              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SCHEDULE
A

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        Fee Item

                                      	 	
                                        Time and method of payment 

                                      	 	
                                        Amount

                                      	 
	
                                        Initial
      acceptance fee

                                      	 	
                                        Initial
      closing of IPO by wire transfer

                                      	 	$	1,000	 
	
                                        Annual
      fee

                                      	 	
                                        First
      year, initial closing of IPO by wire transfer; thereafter on the
      anniversary of the effective date of the IPO by wire transfer or
      check

                                      	 	$	3,000	 
	
                                        Transaction
      processing fee for disbursements to Company under Section
2

                                      	 	
                                        Deduction
      by Trustee from accumulated income following disbursement made to Company
      under Section 2

                                      	 	$	250	 


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    [Letterhead of
Company]

    


            [Insert
date]

    


    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Steven
Nelson and Frank Di Paolo

    


    Re:           Trust
Account
No.     -           Termination
Letter

    


    Gentlemen:

    


    Pursuant to paragraph 1(h) of the
Investment Management Trust Agreement between 57th Street General Acquisition
Corp. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of _________, 2009 (“Trust Agreement”), this is to advise
you that the Company has entered into an agreement (“Business Agreement”) with
__________________ (“Target Business”) to consummate a business transaction with
Target Business (“Business Transaction”) on or about [insert
date].  The Company shall notify you at least 48 hours in advance of
the actual date of the consummation of the Business Transaction (“Consummation
Date”).

    


    In accordance with the terms of the
Trust Agreement, we hereby authorize you to commence to liquidate the Trust
Account investments on________________
,        and to transfer the proceeds to
the above referenced checking account at [Bank] to the effect that, on the
Consummation Date, all of funds held in the Trust Account will be immediately
available for transfer to the account or accounts that the Company shall direct
on the Consummation Date.  It is acknowledged and agreed that while
the funds are on deposit in the trust checking account awaiting distribution,
the Company will not earn any interest or dividends.

    


    On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that (a) the Business
Transaction has been consummated and (b) the provisions of Section 11-51-302(6)
and Rule 51-3.4 of the Colorado Statute have been met and (ii) the Company shall
deliver to you (a) [an affidavit] [a certificate] of __________________, which
verifies the vote of the Company’s stockholders in connection with the Business
Transaction and (b) written instructions with respect to the transfer of the
funds held in the Trust Account (“Instruction Letter”).  You are
hereby directed and authorized to transfer the funds held in the Trust Account
immediately upon your receipt of the counsel's letter and the Instruction
Letter, in accordance with the terms of the Instruction Letter.  In
the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company of the
same and the Company shall direct you as to whether such funds should remain in
the Trust Account and be distributed after the Consummation Date to the
Company.  Upon the distribution of all the funds in the Trust Account
pursuant to the terms hereof, the Trust Agreement shall be
terminated.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    In the event that the Business
Transaction is not consummated on the Consummation Date described in the notice
thereof and we have not notified you on or before the original Consummation Date
of a new Consummation Date, then upon receipt by the Trustee of written
instructions from the Company, the funds held in the Trust Account shall be
reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


    


    
      
        
          
            
              
                	 	
                        Very
      truly yours,

                      	 
	 	 
      	 
      	 
	 	
                        57TH
      STREET GENERAL ACQUISITION CORP.

                      
	 	 
      	 
      	 
	 	
                        By:

                      	
                               

                      	 
	 	 
      	
                        Mark
      D. Klein, Chief Executive Officer

                      	 
	 	 
      	 
      	 
	 	
                        By:

                      	
                               

                      	 
	 	 
      	
                        Paul
      D. Lapping, Secretary

                      	 


              

            

          

        

      

    

    


    cc:
Morgan Joseph & Co. Inc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    EXHIBIT
B

    


    [Letterhead
of Company]

    


    [Insert
date]

    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place

    New York,
New York 10004

    Attn:  Steven
Nelson and Frank Di Paolo

    


    Re:           Trust
Account
No.    -       Termination
Letter

    


    Gentlemen:

    


    Pursuant to paragraph 1(h) of the
Investment Management Trust Agreement between 57th Street General Acquisition
Corp. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of ________, 2009 (“Trust Agreement”), this is to advise
you that the Company has been unable to effect a Business Transaction with a
Target Company within the time frame specified in the Company’s Certificate of
Incorporation, as described in the Company’s prospectus relating to its
IPO.

    


      In accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust
Account investments on ______________2011 and to transfer the total proceeds to
the Trust Checking Account at [Bank] to await distribution to the stockholders.
The Company has selected ____________ 20 __ as the record date for the purpose
of determining the stockholders entitled to receive their share of the
liquidation proceeds.  [It is acknowledged that no interest will be
earned by the Company on the liquidation proceeds while on deposit in the Trust
Checking Account.] You agree to be the Paying Agent of record and in your
separate capacity as Paying Agent and to distribute said funds directly to the
Company's stockholders (other than with respect to the initial, or insider
shares) in accordance with the terms of the Trust Agreement and the Certificate
of Incorporation of the Company. Upon the distribution of all the funds in the
Trust Account, your obligations under the Trust Agreement shall be
terminated.

    


    
      
        
          
            
              
                
                  
                    
                      	 	
                              Very
      truly yours,

                            	 
	 	 
      	 
      	 
	 	
                              57TH
      STREET GENERAL ACQUISITION CORP.

                            
	 	 
      	 
      	 
	 	
                              By:

                            	
                                   

                            	 
	 	 
      	
                              Mark
      D. Klein, Chief Executive Officer

                            	 
	 	 
      	 
      	 
	 	
                              By:

                            	
                                   

                            	 
	 	 
      	
                              Paul
      D. Lapping, Secretary

                            	 


                    

                  

                

              

            

          

        

      

    

    


    cc:
Morgan Joseph & Co. Inc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    [Letterhead
of Company]

    


    [Insert
date]

    


    Continental
Stock Transfer

      &
Trust Company

    17
Battery Place, 8th Floor

    New York,
New York 10004

    Attn:  Steven
Nelson Cynthia Jordan

    


    Re:           Trust
Account No.

    


    Gentlemen:

    


    Pursuant to paragraph 2(a) of the
Investment Management Trust Agreement between 57th Street General Acquisition
Corp. (“Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of ___________, 2009 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the interest income
earned on the Property as of the date hereof. The Company needs such funds to
pay for its tax obligations. The Company needs such funds to pay for the tax
obligations as set forth on the attached tax return or tax
statement.  In accordance with the terms of the Trust Agreement, you
are hereby directed and authorized to transfer (via wire transfer) such funds
promptly upon your receipt of this letter to the Company’s operating account
at:

    


    [WIRE
INSTRUCTION INFORMATION]

    


    
      
        
          
            
              
                	 	
                        57TH
      STREET GENERAL ACQUISITION CORP.

                      
	 	 
      	 
      	 
	 	
                        By:

                      	
                              

                      	 
	 	 
      	
                        Mark
      D. Klein, Chief Executive Officer

                      	 
	 	 
      	 
      	 
	 	
                        By:

                      	
                              

                      	 
	 	 
      	
                        Paul
      D. Lapping, Secretary

                      	 


              

            

          

        

      

    

    


    cc:
Morgan Joseph & Co. Inc.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

    


    
      
        
          
            	
                    AUTHORIZED
      INDIVIDUAL(S)

                  	 
      	
                    AUTHORIZED

                  
	
                    FOR TELEPHONE CALL BACK

                  	 
      	
                    TELEPHONE NUMBER(S)

                  
	 
      	 
      	 
      
	
                    Company:

                  	 
      	 
      
	 
      	 
      	 
      
	
                    57th
      Street General Acquisition Corp.

                  	 
      	 
      
	
                    590
      Madison Avenue, 35th
      Floor

                  	 
      	 
      
	
                    New
      York, New York 10022

                  	 
      	 
      
	
                    Attn:  Mark
      D. Klein, Chief Executive Officer

                  	 
      	
                    (212)
      409-2434

                  
	 
      	 
      	 
      
	
                    Trustee:

                  	 
      	 
      
	 
      	 
      	 
      
	
                    Continental
      Stock Transfer

                  	 
      	 
      
	
                      &
      Trust Company

                  	 
      	 
      
	
                    17
      Battery Place

                  	 
      	 
      
	
                    New
      York, New York 10004

                  	 
      	 
      
	
                    Attn:  Frank
      Di Paolo, CFO

                  	 
      	
                    (212)
      845-3270